The enterprise chamber of the Amsterdam Court of Appeal
Michiel Teekens
by Michiel Teekens
The “Ondernemingskamer” is a specialised chamber of the Amsterdam Court of Appeal in the Netherlands. Its full name is Ondernemingskamer van het gerechtshof Amsterdam, which translates to Enterprise Chamber of the Amsterdam Court of Appeal.
The Ondernemingskamer has jurisdiction over disputes related to Dutch corporate law, including disputes between shareholders, management and supervisory boards, and between shareholders and the company itself. It has the power to issue binding decisions and can order measures be taken to protect the interests of shareholders, employees, or other stakeholders in a company.
The Ondernemingskamer was established in 1971 as part of a broader reform of Dutch corporate law. Its purpose was to provide a specialised forum for resolving corporate disputes, in order to improve the functioning of Dutch companies and promote investor confidence.
The Ondernemingskamer is widely regarded as an effective and efficient mechanism for resolving corporate disputes in the Netherlands, and its decisions have had a significant impact on Dutch corporate law and practice over the years.
Some examples of the remedies that the Ondernemingskamer can order in a corporate dispute include:
Appointment of an expert. The Ondernemingskamer may appoint an expert to investigate and report on the management and financial situation of a company. The expert's report may be used to guide the Ondernemingskamer's decision making.
Suspension of management or supervisory board members.The Ondernemingskamer may order the suspension of one or more members of the management or supervisory board if it finds their actions are harmful to the interests of the company or its stakeholders.
Injunctions. The Ondernemingskamer may issue an injunction to prevent a company or its management from taking certain actions deemed harmful to the interests of shareholders, employees, or other stakeholders.
Share buyback. The Ondernemingskamer may order a company to buy back shares from its shareholders if it finds that the company's affairs have been mismanaged, or if there has been a breach of fiduciary duty by the management or supervisory board.
Appointment of a temporary administrator. The Ondernemingskamer may appoint a temporary administrator to manage the affairs of the company for a certain period of time if it finds that the company's affairs have been mismanaged, or if there has been a breach of fiduciary duty by the management or supervisory board.
Of course, the specific remedies that are ordered depend on the facts and circumstances of each case. Under certain circumstances foreign stakeholders in Dutch companies may also become parties to disputes brought before the Ondernemingskamer, which, depending on the circumstances, can have positive or negative consequences for the foreign stakeholder.
GGI member firmTeekensKarstens advocaten notarissenLeiden, Alphen aan den Rijn, Amsterdam, The NetherlandsT: +31 71 535 80 00Law Firm Services
TeekensKarstens advocaten notarissen (TK) is a full-service Dutch law firm with extensive experience in the field of international law. TK has established specific international teams to provide international clients with tailor-made services and information.
Michiel Teekens is a Partner with TeekensKarstens advocaten notarissen (TK). He is an international corporate and commercial litigator and Chair of the International Law team of experts in TK. He also serves as Global Chair of the GGI Litigation & Dispute Resolution (LDR) Practice Group. Contact Michiel.
